Cayuga Construction Corp. v. Vanco Engineering Co.

423 F. Supp. 1182
CourtDistrict Court, W.D. Pennsylvania
DecidedNovember 10, 1976
DocketCiv. A. 75-1278
StatusPublished
Cited by3 cases

This text of 423 F. Supp. 1182 (Cayuga Construction Corp. v. Vanco Engineering Co.) is published on Counsel Stack Legal Research, covering District Court, W.D. Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Cayuga Construction Corp. v. Vanco Engineering Co., 423 F. Supp. 1182 (W.D. Pa. 1976).

Opinion

OPINION

SNYDER, District Judge.

I. BACKGROUND

After non-jury trial in this breach of contract action, judgment will be entered for the Defendant, Vaneo Engineering Company [Vaneo], Vaneo mailed identical proposals to eight construction firms, including *1183 the Plaintiff, who were possible bidders on a highway project to be built in the City of Baltimore and therefore might require bridge deck forms. Their proposal (set forth in full as Addendum I), dated April 19, 1974, quoted a price for material of $246,000.00, plus an alternate additional sum of $9,200.00 for supplemental material, such materials to be “as per Maryland Department of Transportation, State Highway Administration requirements” and to be furnished and delivered “F.O.B. Fabricator’s Shop with truck freight allowed to nearest accessible point to job site.” The price did not include a 4% Maryland State sales tax. The alternate bid attached to the proposal also included the phrase “THE ABOVE PRICES ARE FIRM FOR SHIPMENT OF MATERIAL PRIOR TO JUNE 30, 1975. ANY MATERIAL SHIPPED TO THE JOB SITE AFTER JUNE 30,1975, IS SUBJECT TO ESCALATION.” Also, “THIS PROPOSAL IS SUBJECT TO WRITTEN ACCEPTANCE BY THE BUYER WITHIN THIRTY (30) DAYS FROM THE DATE OF SAME PROPOSAL.”

The Plaintiff, a joint venture of Cayuga Construction Corporation, Caycon Construction Co., Inc., and Atlas Machine & Iron Works, Inc. [hereinafter Cayuga], used this Vaneo proposal in their successful bid on the Baltimore highway project.

Vaneo was a material supplier of steel and related metal products for the building industry and had close ties with Graneo Steel Products Company (Graneo), which was a unit of National Steel Corporation with offices in Houston, Texas, and fabricating facilities in Delanco, New Jersey, near Philadelphia. Vanco’s proposal was based on a bid from Graneo, subject to Vanco’s acceptance within 30 days from April 19th, so that in this instance Vaneo would have purchased the forms from Graneo and resold them to Cayuga.

On April 29, 1974, the President of Cay-con called Granco’s District Office in New York, and David L. Mekeel III, General Sales Manager of Vaneo, returned the call to answer an inquiry as to what the escalation figure would be on the Vaneo proposal for delivery after June 30,1975. It is noted that this telephone call was made five days after the City of Baltimore bid closing date of April 24, 1974. Mekeel gave a quotation of “5% per quarter or every 3 months after June 30, 1975 delivery”. On May 9, 1974, Mr. Patchett of Cayuga inquired of Mekeel if the 30 day acceptance time was firm and Mekeel told him that it was. Patchett also inquired about some technical matters as to whether the bid included shop drawings and where the materials were to be fabricated. Patchett further inquired if Vaneo could store the materials at their shop to avoid paying the escalation and Mekeel advised that they could not. On May 10th, Donald Unbekant, General Manager of Cayuga, called and repeated some of the same questions and asked Mekeel for the names of erectors. On May 15, 1974, Unbekant telephone Mekeel “that he had decided to accept” the Vaneo proposal and that a letter of intent would be coming. Mekeel insisted it must be received by May 19th. Vaneo then telegraphed acceptance of the Graneo proposal on May 15th but shortly thereafter, on the same date, was notified by Graneo that it could not deliver the steel at the proposed price. Vaneo did nothing to notify Cayuga of Granco’s notice at that time.

Four days later, on May 21st, Mekeel called Cayuga and informed them that he couldn’t do the job for the price quoted. On May 24, 1974, Unbekant, for Cayuga, again wrote Vaneo of the acceptance of the original offer (Addendum II), acknowledged receipt of the telephone call of May 21st that Vaneo would not honor the original bid and notified Vaneo that they would be held responsible for any loss, cost, expense or damage flowing from their failure to honor the contract. About three or four weeks later, another telephone conversation was had between Unbekant and Mekeel at which time Mekeel asked for an additional 15% increase in price, and additionally any escalation in price in effect at the time of shipment.

Instead, Cayuga subsequently went to Buffalo Bridge Service and secured a contract for material and erection in the *1184 amount of $434,400.00, as opposed to Van-co’s proposal of $255,200.00 for material alone, and sought damages here of $21,-819.45 as the increased cost to them over the materials bid of Vaneo.

It is the Defendant’s position that the Plaintiffs failed to accept their bid within the time specified, that Plaintiffs’ purported acceptance was conditional and thus ineffective, and that the Plaintiffs have failed to prove their damages.

II. THE PROPOSAL AND ACCEPTANCE

The Plaintiff contends that it sent to the Defendant a written acceptance, mailed May 17, 1974, in full compliance with the requirements of the proposal.

Under the general rule that the place of contract is the place where the last act necessary to the completion of the contract was done, the New York Plaintiff’s letter accepting the foreign Defendant’s offer, which is effective upon its dispatch in New York, makes New York the place of contract. Product Promotions, Inc. v. Cousteau, 495 F.2d 483 (5th Cir. 1974); Berkshire Engineering Corp. v. Scott-Paine, 29 Misc.2d 1010, 217 N.Y.S.2d 919 (1961); § 97 Williston on Contracts, 3d ed. Vol. 1, p. 358. Thus, in the instant case as counsel agreed, we will determine the effect of the written acceptance under New York law.

The offer required written acceptance by the buyer within 30 days. Where an offer does not specify the manner in which the offeree must communicate its acceptance, mailing of the notice of acceptance completes the contract. United States v. Sabin Metal Corporation, 151 F.Supp. 683 (1957), aff’d 253 F.2d 956 (2d Cir. 1958). Cf. Krawez v. Stans, 306 F.Supp. 1230 (E.D.N.Y.1969).

The evidence is clear that an acceptance was in fact mailed to, and received by Vaneo. Vaneo produced the envelope attached to the May 17th letter, which is postmarked May 21, 1974, two days after the offer had expired. 1 But Unbekant testified (Tr. pp. 75, 79-80):

“A Well, this [the letter of May 17th] is the writtin [sic] acceptance of his offer.
Q And what date was it sent from your offices?
A May 17.
Q And to who [sic] was it directed?
A Mr. David Mekeel of Vaneo Engineering Company.” ******
“Q . Now, we are up to the point where you had spoken with Mr. Mekeel on May 15 and told him you were accepting it, but he told you he needed a written acceptance, is that correct?
A Yes, sir.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

ERIE PRESS SYSTEMS, ETC. v. Shultz Steel Co.
548 F. Supp. 1215 (W.D. Pennsylvania, 1982)
Universal Computer Systems, Inc. v. Medical Services Ass'n
474 F. Supp. 472 (M.D. Pennsylvania, 1979)

Cite This Page — Counsel Stack

Bluebook (online)
423 F. Supp. 1182, Counsel Stack Legal Research, https://law.counselstack.com/opinion/cayuga-construction-corp-v-vanco-engineering-co-pawd-1976.